EMPLOYMENT AGREEMENT
This Employment
Agreement, is executed and effective for all purposes as of
October 1, 2005 by and between Synergx Systems Inc., a Delaware corporation
having its principal office at 209
Lafayette Drive, Syosset, New York 11791 (the
"Company") and Daniel S. Tamkin, an individual residing at 327 Abbey Road,
Manhassett, New York (the "Executive").
In consideration of the terms and conditions
hereinafter set forth,
the
parties hereto agree as follows:
1. Employment. The Company shall employ
Executive to act as
its Chairman
and Chief Executive Officer for a term (the
"Term") effective as of the date
hereof (the "Commencement Date"), and continuing until
either party delivers 90
days prior notice of its intention to
terminate this
Agreement. This
Section 1
shall be subject to the provisions of Section 5. Each 12 consecutive month
period, beginning on the Commencement
Date, within such term
shall be referred
to as a "Year."
2. Duties. Executive agrees to use his best efforts to
serve the Company
well and faithfully as Chairman and Chief Executive Officer or such other
positions or titles as assigned by the
Board of Directors
as are commensurate
with Executive's experience and
capabilities.
Executive shall devote his entire
business efforts to the affairs of the
Company. Executive
also agrees to serve
without additional compensation as an officer and
director of such subsidiaries
of the Company as the Company may request from time to time and assume
such
responsibility and authority for such entities as are comparable with
Executive's responsibilities and authority
hereunder and is reasonable under the
circumstances. In his capacity as Chairman and Chief Executive Officer,
Executive will have such powers,
authorities and
responsibilities
(directly or
via direct subordinates) consistent with this Agreement as determined by the
Board of Directors of the Company,
including but not
limited to the
following,
which may be modified by the Board of
Directors from time to time:
All activities of all subsidiaries, including Casey Systems Inc. and
General Sound, including:
2.1 Supervise
all operating management;
2.2 Together
with the Company's Chief Financial Officer, develop a budget;
2.3 Together with the Company's Chief Financial Officer, develop and
supervise and evaluate the effectiveness of the design and operation of the
Company's SEC mandated disclosure controls
and procedures;
2.4 Review all
salary increases with operating management;
2.5 Direct and
supervise all
strategic planning,
including identify and
negotiate any potential mergers and/or
acquisitions;
2.6 Evaluate,
supervise and negotiate the Company's banking needs and
relationships; and
2.7 Carrying out any directive that may be required by the Board of
Directors not inconsistent with this Agreement or applicable law.
3. Compensation. As compensation for all services to be rendered by
Executive hereunder, the Company agrees to pay to
Executive a "Base Salary" at
the rate of $175,000 per Year. The
following items will
be provided in addition
to the Base Salary:
3.1 Automobile
Expenses. Reimbursement, up to a maximum of $1,000 per month
or $12,000 per year of Executive's
automobile cost of ownership and maintenance.
3.2 Payment. Executive's Base Salary shall be payable in weekly
installments or in such other installments as the Company
institutes from
time
to time. The Base Salary shall be
calculated at the
commencement of each
Year
for purposes of determining Executive's
monthly or other periodic rate of pay.
3.3 Salary
revision. During the
term of this Agreement, the provisions of
Section 3 (including the amount of and
procedures relating to Base Salary) shall
remain in effect from Year to Year
unmodified,
unless modified
pursuant to an
amendment to this Agreement executed by Executive and the
Company. The
Company
agrees that during the Term of this
Agreement,
the Board of
Directors will
review the Base Salary annually to
determine if an adjustment is warranted based
on all factors the Board of Directors deems relevant including, without
limitation, cost of living, the Company's
financial condition and performance
and Executive's performance and
contribution.
3.4 Expenses.
The Company shall
reimburse all of
Executive's
reasonable
business expenses in accordance
with the Company's
policies as in effect
from
time to time.
3.5. Bonus. Each
fiscal year the Board of Directors shall consider, and if
deems appropriate approve a bonus for Executive
based on the Board of Directors
determination of the Executive's performance, the Company's performance and
financial condition and the Executive's contribution to the Company's
performance.
4. Employee
Benefits. During the term of this Agreement, and subject to his
eligibility, Executive shall be entitled
receive a $2,000 medical reimbursement,
and to participate in any employee benefit
programs made generally applicable to
all senior executives of the Company,
now or hereafter in
effect, on the
same
basis, and under the same terms and
conditions as the
Company's other senior
executives. The Company's employee benefit
programs for senior executives shall
include, but not be limited to, long term
disability insurance,
family health
insurance, life insurance, dental, 401-K, paid vacations and holidays.
The
Company will also cover the Executive under
the Company's Directors and Officers
Liability Insurance Policy as in effect
from time to time.
5. Termination
of Employment.
5.1 For
Cause. The Board of Directors of the Company may terminate
Executive's employment hereunder and remove
Executive from his position with the
Company at any time for cause. The term "Cause" as used in this
Agreement shall
be deemed to refer to and include only:
5.1.1 The
willful and
continued failure by Executive to substantially
perform his duties pursuant to the terms of this
Agreement without good
cause,
after a written demand for substantial
performance is
delivered to Executive by
the Board of Directors, which notice
specifically identifies the manner in which
Executive has not substantially
performed his duties
(other than as a result of
his death or incapacity, as defined in Section 5.3 below);
or 5.1.2 The willful
engaging by Executive in misconduct or inaction materially injurious to the
Company. For purposes of this Section an act or failure to act shall not
be
considered "willful", unless done or omitted in bad
faith without
reasonable
belief on Executive's part that his action or omission
was in the best interest
of the Company.
For purposes of
Section 5.1 of this
Agreement, termination
for Cause will
not be deemed to have occurred unless there shall have been duly
adopted by the
Board of Directors of the Company at a
meeting called and held for that purpose,
a resolution finding that in the good faith
opinion of the Board
of Directors,
Executive was guilty of conduct set forth
in those Sections.
5.2 Without
Cause. The Board of
